Spiderman: Arkham Asylum
by Ashton Giertz
Summary: what B:AA would be like if the Amazing Spiderman showed up. actually a crossover between B:AA and the Amazing Spiderman game, which is actually really good, especially for a movie-based game. but still; spiderman-batman crossover! rated T, like both games are.
1. Chapter 1

**Hello, Fanfiction Readers! I found out that Marvel had made an Amazing Spiderman game that was pretty cool. It had an original plotline, made you feel like Spiderman, and had an awesome Stan Lee cameo. It struck me as being Marvel's answer to the Batman Arkham series, and the resulting crossover practically wrote itself. That said, you should probably watch the amazing Spiderman movie or play the game to help visualize some of Spiderman's moves. I do not own Marvel, Columbia, Beenox, Warner Brothers, DC Comics, Rocksteady, Activision, the Amazing Spiderman, or Batman. I only own copies of these respective games. Oh, and this takes place during the events of Arkham Asylum, so slight AU.**

Atop a crumbling building, a red-and-blue costumed character comes to, rubbing his aching head.

"Oww, my head… what happened?" the webbed wonder asked, as he forced his aching body into a standing position. "feels like a hangover mixed in with a couple thousand gigawatts" Spiderman looked about his surroundings, trying to discern his location.

The grim, semi-archaic looking cityscape greeted him, with moldering brick building after moldering brick building. He couldn't find the Oscorp building, though he did find a tall, modern looking building with the words "Wayne Enterprises" glowing on its side.

"Toto, I don't think we're in Manhattan anymore." Spidey quipped as he took in his surroundings. "Heck, I'm not too sure I'm even in New York anymore!" he peered over the side of the building he was on, trying to find some indicator of where he was, when suddenly a jet-black vehicle that was clearly custom made zoomed past his location, followed by several police cars.

"Well, hello…" Spiderman said, leaping after the convoy, "where you going, little buddy, this spider wants to play" shooting a web line, the webbed wonder swung himself onto the nearest police car. leaping from police car to police car, Spiderman made his way to the black vehicle.

"Is that a jet engine in the back?" Spidey exclaimed, "that can **not** be legal!" shooting a web-line, the webslinger flung himself onto the roof of the vehicle. He crawled up the vehicle and flipped onto the hood, surprising the masked man driving it.

"Hey pal, what's the rush?" the wall-crawler said, shooting web fluid onto the windshield, "I don't know about here, but where I come from we have these things called speed limits"

The caped crusader narrowed his eyes. Some red-costumed character was sitting on the hood of his car, trying to blind him with some kind of adhesive. The Bat didn't know who this man was, but he wasn't going to risk losing the Joker, so he pushed a button on the dashboard. a pair of twin guns popped out near the headlights and aimed themselves at the interloper.

Spiderman's spider-senses triggered, and he flipped back onto the roof just in time to avoid the rapid firing pellets.

"Woah!" the webhead exclaimed, "I think I've overstayed my welcome"

Leaping back into action, Spiderman landed between the guns, waited for them to aim at him, stuck both of them in place with his webbing, and backflipped out of the way as they fired again.

"That takes care of that," Spidey said, and started to web up the windshield again when his spider-sense started tingling all over. He looked around, trying to pin the source of it when suddenly a jolt of electricity surged through him. Crying out, he leaped away from the car.

"You embedded electrodes into the body?" Spiderman marveled, webswinging alongside the vehicle "Ok, I'll give you props for that" he slung himself back onto the hood "but I'll bet that uses up a lot of power" he said, rising to his feet, "you probably needed a second battery to build that kind of charge." He started spraying the windshield again. "and I'd wager that battery needs time to charge before you can do that again."

Batman's face morphed into a scowl. This guy just won't give up! He set the car on autopilot; the windshield was becoming too covered to see out of. This guy appeared to be using some sort of variation of Killer Moth's cocoon gun. If that was the case, he couldn't stay in this vehicle. Pushing another button on the dashboard, he was ejected from the vehicle. Grabbing the ends of his cape, he glided after the Batmobile, but it quickly lost him. Landing on a nearby building, he activated his comlink.

"Oracle," he said, "someone stole the Batmobile; covered the windshield with some sort of adhesive"

"Killer Moth?" Barbara Gordon suggested.

"No, someone else" Batman corrected, punching buttons on his wrist guard "I'm sending a description of him, see if the Batcomputer can identify him."

"On it," Oracle said, "need anything else?"

"No," the Dark Knight replied, punching more buttons "I'm tracking the Batmobile now; I can't risk losing the Joker"

Back at the Batmobile, Spiderman slipped into the vehicle. He couldn't go after the driver; he needed to make sure the driverless car didn't spin out of control. Grabbing the wheel, he attempted to bring the car to a safe stop, but the car wasn't turning.

"it's not responding," the webhead growled, "he must have locked the controls somehow" he scanned the dashboard, looking for a way to unlock them.

"this car has autopilot?" he gawked, looking at a monitor. "Sheesh, this thing's got more features than Iron Man!"

He examined the monitor closely, trying to determine where they were headed.

"Arkham Asylum?" Spider-Man read. "Is that his secret base, or is he trying to break someone out?" He pressed some buttons on the dashboard, managing to disable the autopilot, but not before bringing up a live stream of some man dressed in a purple tuxedo and clown makeup sitting in handcuffs.

"Who's this bozo?" Spidey wondered. "Is he the guy being broke out, or…" suddenly the clown opened his mouth

"stand back, you fool, I've got a bomb!" the man exclaimed to seemingly no one. "Oh, right." The clown broke into laughter, and the Masked Marvel quickly realized the sounds were coming from behind him.

"Hold on, this clown's in the car with me!" Spiderman realized, the pieces starting to come together. "and judging by the bracelets, I don't think he's friends with the driver, which means…" he gasped, realizing his mistake. "I just interrupted a prison transfer!" he frantically started mashing buttons, trying to fix his mistake, when he realized they were approaching the asylum.

"Uh oh!" Spidey gulped. "No autopilot, and no way to stop this thing, we're gonna crash!"

Batman followed the tracking signal, using his line launcher to quickly zip through the city.

"Batman," Oracle spoke through his comlink, "I've checked the Batcomputer, the pentagon, the hall of justice, even the watchtower, and there is nobody matching your description on record."

"you sure?"

"Positive. I ran your data through each archive four times, broadening the parameters to include any age, gender, or species, and this guy simply does not exist."

"I see," Batman acknowledged, his brow creasing in contemplation.

"I've even checked the GCPD records and local newspapers to see if there were any recent events or incidents that might be linked to your new playmate"

"And?"

"Nothing, no mysterious disappearances, no lab accidents, or even anything that could have caused a lab accident, the closest thing I could find was some weird storm"

"look into the storm," Batman ordered, "It's our only lead so far. I'll see if I can get _him_ to tell me where he came from"

He reached the vehicles location, which, surprisingly enough, was at the Asylum. Even more surprising was the fact that it was suspended vertically in midair in what looked like a giant spider-web, the jet engine sputtering.

He swooped over to their location, his mind scrambling for an explanation. He approached Jim Gordon to see if he could offer any insight to this.

"Any idea what happened here, Jim?" he asked. Jim started a bit, then turned around to face the caped crusader.

"Not a clue," the aging commissioner admitted, wiping his brow with a handkerchief, "Some red guy flew out of the car, flung it into the air, then, almost simultaneously, he shot out that web to catch it."

"Shot out?" batman questioned. "he didn't weave it?"

"If he wove it, he'd have to be the fastest weaver I ever saw," Jim said, popping his back with his hands, "I'm telling you, it was nearly instantaneous, the whole thing! Such strength and speed just isn't humanly possible!"

"So metahuman, then." Batman frowned, not liking this new development. Metahumans were incredibly difficult opponents, their abilities making them unpredictable, especially during the first encounter. Somehow they always wound up having an additional ability he didn't expect. "Where is he now?"

"Not sure," Jim shrugged, "as soon as we pulled up he swung into the shadows on a web."

"Joker?" Batman asked, grimacing at the thought of him escaping in all of this.

"Still inside the Batmobile," Jim said, pointing up to the vehicle "my boys can't reach him, and we can't cut the car down, stuff's invulnerable."

"I see," Batman said, pulling out his grapple. "I'll get him; our mystery man will have to wait.

Spiderman peered at the scene from his position, clinging to the beam of a nearby guard tower. The masked driver shot a line up to the car, climbing into the vehicle to retrieve the clown. The clown was going on about something, probably something to do with the bumps on his head. Spidey winced, in his haste to prevent an accident, he had forgotten that the clown wasn't wearing a seatbelt.

"I suppose I should probably leave," Spidey whispered to himself, "but this spider's just an itsy-bitsy curious about these guys" sticking to the shadows, the webslinger silently tailed the black cloaked man to a nearby building. An oversized mechanical door opened, and as the man dragged the clown inside, spiderman pulled off the cover of a nearby air vent and snuck in after him.

 **Wow, this chapter really dragged on, didn't it? I was originally going to have this chapter go on to the part where Joker escapes, but Spiderman's presence really slowed the scene down. Don't worry, the rest of the story will progress much closer to the speed of the game.**


	2. Chapter 2

**Ok, here's where things start getting interesting. Again, I don't own Spiderman or Batman. Also, I'm so, so sorry I took so long to update this, my family moved to Indiana, school started, everything just went crazy. Updates will not be regular, because again, school started.**

* * *

Spiderman made his way through the air vent, arriving at a large room. Examining his surroundings, he saw the clown strapped down and headed down an elevator with the black figure in tow.

"I want him securely locked away this time" he heard a balding man say to one of the guards, "another escape and I will lose support for my mayoral campaign

 _Ah, I see politicians are just as civil minded here as they are back home_ , the webslinger thought to himself as he swung over to sit atop a series of rooms that looked more like a small building. _Wow, there's a lot of empty space up here; it's like they WANT somebody to sneak in!_

The escort headed into one of the rooms below him, so Spidey swiftly ran over to the other side and started crawling down, avoiding the gaze of the guards patrolling the walkways.

"we got a red light," a man sitting at a terminal said, "Multiple prohibited items"

"I want Joker searched again!" a voice behind him said. Turning his head, the webslinger saw an African-American with a hook for a hand leaning over the scanning crew.

"Err, it's not the patient," the scanner said, "it's, err.."

"Ooh, what'cha sneak in with you, bats?" the clown's voice said. "Come on, tell me, tell me! Batarangs? Batclaws? Bat **snacks**?"

"Open the gate, get him out of there!" the hook-handed man said. The clown's posse exited the room.

"They'll be time enough for you later, cash!" the clown said as he was dragged past the dark-skinned guard, "Speaking of time, tick, tock, tick, tock, is that a crocodile I hear?"

 _Crocodile?_ Spidey wondered as he crept after them on the ceiling, _what's he on about? Maybe he's just comparing him to Captain Hook._

The Clown burst into maniacal laughter as he was dragged past TV monitors. They gave way to a group of people separated by a series of bars, who immediately started chanting the clown's name.

"Jo-ker! Jo-ker!"

 _Joker?_ Spiderman thought. _Is that the name of this clown?_

"I'm telling you," the Joker grinned, "the state of these federal facilities is **shocking**! My boys over there could have been hurt in that _unfortunate fire_!"

 _His boys?_ Spidey asked himself, _this lunatic has_ _ **henchmen**_ _?_

A doctor approached them and started examining the Joker for injuries, when the clown suddenly jerked forwards, causing all the nearby guards to draw their guns.

"Need to take my temperature? I'll be happy to drop my pants!" the clown laughed.

"He's all yours," the doctor growled, "get him out of here!"

 _Yeesh, these guys are tense!_

The escort entered an elevator room, and Spidey crawled up to a better vantage point.

"Alert in Intensive Treatment,red-and-blue clad" a computerized voice said, and the wallcrawler froze. _Oh, crap! I must have set off an alarm!_

"Category 9 patient in transit," the voice droned on, "pacification system active. Shoot to kill permissions granted." Spiderman released his breath.

 _Phew! They still don't know I'm here! Wait a minute, category 9?! Just how dangerous is this clown!_

However, it was not talking about the Joker, as the elevator slowly rose up, straining to support itself

"can you smell the excitement in the air?" the clown joked, "no? must have been one of the guards then. Croc, old boy! Is that you?"

The elevator groaned to a halt, and a big, green, scaly man pulled himself out of the elevator like a kid in a dumbwaiter.

 _Yikes!_ Spidey mentally exclaimed, _and I thought the Lizard was scary! This guy's got more teeth than Jaws!_

The giant sniffed the air, briefly gazing towards Spiderman's location, before settling on the dark robed figure. He took a step forwards as the guards commented on how angry he looked.

"I've got your scent, Batman," the prisoner growled, "I will hunt you down!"

 _So that's the name of the guy with the bat logo on his chest. I should have guessed._

"Get that animal under control!" a guard said, and blue sparks shot from the giant's collar, making him recoil in pain. He glared at the Batman.

"A toy collar won't stop me from killing you, Batman" he snarled, heading down the path outlined by the guards "I'll rip you apart, eat your bones!"

 _I think I'm gonna need a new Spidey suit after this adventure._ Spidey gulped.

"That reminds me," the clown said as the door closed behind the giant, "I really need to get me some new shoes" he giggled as they dragged him into the elevator. Spiderman crawled down the maze of steel beams surrounding the elevator.

"Wee! Great night for a party!" he heard the Joker exclaim.

"Not where you're going." Batman reminded him.

"The night is young, Bats." The Joker replied menacingly, "I still have a trick or two up my sleeve. I mean, don't you think it's a little bit funny how a fire at Blackgate caused hundreds of my crew to be moved here?"

 _Oh crap, he's planning something!_ Spidey groaned inwardly.

"I thought I told you to stay quiet!" one of the guards, Boles, snapped, pointing his gun at the clown's head.

"Oh, Frankie," the clown sighed, "you really should learn to keep that fat mouth of yours shut! _It will get you into trouble!_ "

"Tell me something," Batman addressed the clown, "You've never let me catch you this easily before. Even when the stranger attacked the Batmobile, you didn't try to escape. What are you really after?"

"Oh, nothing much," the clown drawled, "Hundreds dying in pain and fear. All their meaningless lives brought to a horrifying conclusion. _All thanks to you and a book of matches_. Was that the answer you wanted?"

 _Ok, this joker's got some serious mental issues_ , Spidey thought.

A TV in the elevator turned on, revealing the warden again, advising the staff to avoid contact with the Blackgate prisoners. Before he could say anything further, the lights went out! The Joker laughed, and Spiderman nearly panicked, but his spider-sense didn't go off, and they soon came back on, revealing Batman having a death grip on the clown's neck.

"What," the Joker choked out, "you don't trust me?" the bat released his grip, and the elevator reached its destination. Spiderman shot over to the wall opposite and crawled after them.

"so, you're back" a guard growled at the clown, "You killed three of my crew when you busted out of here."

"Only three?" Joker laughed as another mechanical door opened up behind him. "I'll have to try harder next time! What say we aim for a hundred?"

the commissioner from outside glanced their way as they walked through the door, thankfully red-and-blue-cladstalker.

"Long night Jim?" Batman asked.

"Heh," Jim replied, "Joker invades City Hall and holds the mayor hostage, leaving me to juggle SWAT teams, the media, our mysterious attacker, and you. Yeah, it's been a helluva night."

"Hopefully the last one we'll ever have with **him** " the dark knight replied as they followed after the Joker.

"Hold it there!" a man said, stopping the bat, "Sorry Batman, Arkham Staff only!"

"I assure you," Jim said, "If anyone's qualified, it's-"

"Listen, I appreciate the assistance," the man interrupted, "but he'll unsettle the more violent inmates."

"I think he's talking about you, Bats!" the joker laughed as he was dragged past him. "Don't be a stranger, you're always welcome here" as he was ushered away, he remarked "gotta say, it's good to be back!"

"You ok?" Jim asked the caped crusader.

"The Joker barely put up a fight at City Hall," Batman replied, "I don't like it."

"At least he's back where he belongs." Jim stated, following the Dark Knight to an observation window.

Suddenly, on the other side of the window, Joker keeled over.

"get up," his escort said, "now!" at that exact moment, the clown head-butted him in the jaw, bringing him down.

"Joker's loose!" Batman exclaimed, "Alert the warden!" he punched through the glass and leaped out. The Joker had already managed to escape his cuffs and knock both of his escorts out.

"Honey, I'm Home!" the Clown Prince of Crime exclaimed, looking at the security camera while pointing towards an electric field. The field shut down, and the Joker leaped through just before it reactivated, cutting the heroes off from him.

"Welcome to the madhouse, Batman!" the clown laughed, throwing his arms out dramatically, "I set a trap, and you sprang it gloriously! _Now let's get this party started_ " the cell doors opened, and a bunch of inmates entered the room before they closed behind them. Batman raised his gauntlets, ready to duke it out, when suddenly-

"Hey, is this a private fight, or can anybody join in?" the red-clad man from before asked, swinging into one of the inmates on a strand of webbing. Batman's eyes narrowed; this man attacked him a few minutes ago, and now he's fighting alongside him? What's his game?

"What's this?" the Joker asked, gazing at the newcomer, "You're not on the party list! Boys, take care of this uninvited guest, will you? I need to set up a few party favors" he said, heading down the hall.

"Yeah, you ain't invited!" a thug said, swinging a lead pipe at the red figure. However, the red figure ducked the blow, as well as the subsequent blows, before punching the man away. One of the goons also tried taking a swing at Batman. The caped crusader ducked, grabbed the man's arm, and kneed him.

The fight waged on, with goons popping in left and right. As they fought, Batman observed the red clad man, determining his fighting style, strengths, and form. The red figure danced through the battlefield, dodging the goon's swings with unnatural grace, as if he knew exactly where they were supposed to land. _Which is a good thing_ , the Dark Knight thought as he countered a goon's fist, _as I doubt that tight-fitting uniform offers any protection. People with powers always think themselves untouchable_.

The man's attacks seemed to lack experience, lashing out with his hands and feet quickly and clumsily. However, the spider-chested man was still able to send the goons flying, exhibiting strength beyond that of a normal man. The scarlet figure also seemed to have some kind of adhesive property to him, as he was able to grab and lift up a henchman just by placing his palms on the unfortunate goon's back. Through it all, the man spoke in a lighthearted manner, making quips and cracks that distracted the henchmen, breaking their concentration long enough for him to get in a good punch.

Then, of course, there was the webbing. The white fluid served multiple purposes, Batman observed. The man used it in combat not only to immobilize henchmen, but also as a lasso, grabbing objects (or sometimes even henchmen) and swinging them at his attackers, then sticking them to the floor while they were knocked down. But it also served non-combative purposes, pulling himself over to nearby structures or swinging above the goons' reach. Batman recalled from his previous encounter that the fluid was emitted from devices mounted on the man's wrists, rather than being a natural ability. That meant he could disable them, if need be, though as he continued to observe the fighter, the Caped Crusader worried over how he could defeat him, should the man prove hostile.

As Batman observed the Webhead, Spiderman observed the Caped Crusader. He saw that the man's attacks were strong, stiff, and calculated, probably the result of many years of training. He didn't duck the henchmen's attacks, but rather countered them, grabbing their fist/leg before responding with an attack of his own. No doubt about it, this guy was a pro! Occasionally the men managed to get in a good punch, but the Bat simply shrugged them of, apparently his costume doubled as body armor. _Maybe I should try something like that,_ Spidey mused as he swung a nearby garbage bin at a group of henchmen, _maybe put on a Kevlar vest beneath the ol' Spidey suit; bullets hurt_. He noticed that the Dark Knight was very resourceful, using everything from his knees to his cape as a weapon. Through it all, the man remained silent, his face never showing expression or feeling, which frankly freaked the Webslinger out

Before long, the battle was over, and the Bat and the Spider glanced warily at each other, on guard for an attack.

"Who are you, and what are you doing in Arkham?" Batman questioned, scowling at the man. Spiderman relaxed, rubbing the back of his neck with his hand in a pose of casual conversation.

"Um, my name is Spiderman," Spidey said awkwardly, unnerved by the Dark Knights unwavering eyes and stony expression. "A-and I followed you here because, uh, because I just wanted to say, um, to say… that… sorry for the whole 'webbing your car' thing. I messed up, misinterpreted the situation, and just acted without thinking, and I'm really, really sorry."

Batman narrowed his eyes, searching Spiderman's features for any hint of dishonesty, which wasn't easy when his entire face was covered with a mask when Jim Gordon spoke up.

"The System's jammed," the commissioner said, "We're stuck in here. Joker's in full control of the security gates."

"I'll find a way out," Batman said, ignoring the webslinger in favor of heading over to a nearby vent, "try and contact the Warden. Let him know what's happened. I'll be back."

Spiderman was about to question the wisdom of leaving them there when a nearby monitor crackled to life.

"Don't make promises you can't keep, bats!" the Joker said through the monitor, "I'm in control of the Asylum. You're not going anywhere I don't want you to. And that goes for the both of you, understand?"

"If you think I'll let you run…" Batman threatened, focusing on the clown while keeping "Spiderman" within his peripheral vision.

"Blah, Blah, Blah," Joker interrupted, waving his hand dismissively, "Always with the hero speak! I'm getting bored of watching you, why don't you just come find me?"

The field that the Joker had escaped through deactivated.

"You know it's a trap" Gordon reminded Batman.

"This whole place is a trap" Spiderman piped up, "I think he made that clear already"

"and it's already been sprung" Batman frowned, running through the newly opened entryway.

"Well, I should probably help him, it's the least I can do for webbing his car." Spiderman said to himself, before addressing Jim "You guys ok in there?"

"We'll be fine," Jim said, "we aren't rookies here, kid"

"Ok then, if you say so." Spiderman nodded, before bolting after the Dark Knight.

 **I've started on chapter three, and in viewing walkthroughs to make sure I don't miss anything, I discovered that I had goofed the ending of this chapter. I thought the guy doing the walkthrough was exiting the room through the vent, but it turned out he was just getting a Riddler trophy. Oops! So I went back and corrected this mistake. And again, chapter three is underway.**


End file.
